-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WE1fh7GdNJH9mXGHJrxR5qhgcgBFZk6MWT2D2JM5cNUgnlcNgtBvOtPPFa2EGe2m 8cpWhaqQ38oqWe8LRrgc4Q== 0000950162-03-001021.txt : 20030716 0000950162-03-001021.hdr.sgml : 20030716 20030716171711 ACCESSION NUMBER: 0000950162-03-001021 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030620 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIMAS CORP CENTRAL INDEX KEY: 0000842633 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 382687639 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-100351 FILM NUMBER: 03789921 BUSINESS ADDRESS: STREET 1: 39400 WOODWARD AVENUE, SUITE 130 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486315400 MAIL ADDRESS: STREET 1: 39400 WOODWARD AVENUE, SUITE 130 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 8-K/A 1 trimas8ka07152003.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 8-K\A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 20, 2003 Date of Report (Date of earliest event reported) TRIMAS CORPORATION (Exact name of registrant as specified in its charter) Delaware 333-100351 38-2687639 (State or other jurisdiction of (Commission file number) (I.R.S. Employer incorporation or organization) Identification No.) 39400 Woodward Ave., Ste. 130 Bloomfield Hills, MI 48304 (Address of principal executive or offices) (248) 631-5450 (Registrant's telephone number, including area code) Not applicable (Former name or former address, if changed since last report) ================================================================================ (Item 4 has been revised by adding a new sixth paragraph) Item 4. Changes in Registrant's Certifying Accountant. On June 20, 2003, the Audit Committee of the Board of Directors of TriMas Corporation (the "Company") approved the appointment of KPMG LLP as the Company's independent accountants, and the dismissal of PricewaterhouseCoopers LLP, which had previously served in this capacity. During the years ended December 31, 2002 and 2001 and through June 20, 2003, KPMG LLP has not been engaged as an independent accountant to audit either the financial statements of the Company or any of its subsidiaries, nor has it been consulted regarding the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, or any matter that was the subject of a disagreement or reportable event. During the years ended December 31, 2002 and 2001, and through June 20, 2003, there were no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused it to make reference to the subject matter of such disagreement in their reports on the financial statements for such years. The report of PricewaterhouseCoopers LLP on the financial statements for the years ended December 31, 2002 and 2001 did not include any adverse opinion or disclaimer of opinion, or any qualification or modification as to uncertainty, audit scope or accounting principles. In connection with its 2001 audit, PricewaterhouseCoopers LLP reported no material weaknesses in the Company's internal control systems and there were no other reportable events as defined in Regulation S-K Item 304(a)(1)(v). In connection with its 2002 audit, PricewaterhouseCoopers LLP communicated to the Audit Committee and to management two material weaknesses in the Company's internal control systems, relating to: (1) the Company's closing, consolidation and financial monitoring processes, and (2) the use of standardized policies and procedures appropriate to each business unit's activities. Management is addressing the first matter through augmentation of corporate and business unit staffing levels and expects to implement revised closing and consolidation procedures in conjunction with its second quarter 2003 closing and consolidation. The revised procedures specify required activities, due dates, assigned responsibilities, management review and approval levels, and require certain account reconciliations and roll forward analyses to be performed monthly. In regard to the use of standardized policies and procedures, management reviews the business units' accounting practices to identify inconsistent use or application with the Company's critical accounting policies and records adjusting entries for such items, as appropriate. Management has also initiated actions to formally document and communicate application and use of the Company's critical accounting policies and related procedures to appropriate business unit personnel and expects to complete these actions during the second half of 2003. PricewaterhouseCoopers LLP is not in a position to comment on the adequacy of these corrective actions. The Company has authorized PricewaterhouseCoopers LLP to respond fully to any inquiries by KPMG LLP. Except as stated above, there are no other reportable events, as defined in Regulation S-K Item 304(a)(1)(v), that PricewaterhouseCoopers LLP advised the Company of during the year ended December 31, 2002 and through June 20, 2003. The Company has requested that PricewaterhouseCoopers LLP furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated July 16, 2003, is filed as an Exhibit to this Form 8-K/A. The Company intends to continue its engagement of Deloitte & Touche to provide internal audit services. Item. 7. Exhibits. (c) Exhibits. The following exhibit is filed herewith: Exhibit No. Description 16 Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission dated July 16, 2003. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: July 16, 2003 TRIMAS CORPORATION By: /s/ Todd R. Peters --------------------------------------- Name: Todd R. Peters Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX [Letterhead of PricewaterhouseCoopers LLP] July 16, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by TriMas Corporation (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K/A report dated June 20, 2003. We agree with the statements concerning our Firm in such Form 8-K/A. Very truly yours, /s/ PricewaterhouseCoopers LLP ............................................ PricewaterhouseCoopers LLP -----END PRIVACY-ENHANCED MESSAGE-----